Terms and Conditions

Following receipt of a copy of these terms of business or any document referring to these terms, the issuing of instructions by a business or individual for BSA Marketing to undertake work will constitute acceptance of these terms. Such instructions may be issued verbally, in writing or both.The terms of business detailed below apply to all work which we undertake for our clients unless, by exception, some other arrangement is made in writing. In the context of these terms and conditions, the terms ‘Agency’ and ‘BSA Marketing’ covers all aspects of work carried out and services delivered directly by Business Services Agency Ltd including work carried out under the trading styles of BSA Marketing, BSA WebWorks and BSA Officebase

1. Copy – Where it is agreed that work is carried out from copy supplied by the client, a charge might be made to cover any additional work involved where copy supplied is not clear and legible or if the digital information requires additional work to utilise.

2. Data Capture & Usage

2a. Website Usage & CookiesThe BSA Marketing website uses cookies in order to function. Amongst other things, these cookies collect anonymous information on the pages visited. No personal data is stored in these cookies.

By using the BSA Marketing website, you agree that we can place these cookies on your device.

i. Any data, lists etc. supplied by a client to BSA for the purposes of e-mail marketing, is received in good faith and deemed to meet all existing laws and established good practice with regard to opt-in and the willingness to receive e-mail marketing messages.

ii. All E-mail Marketing undertaken by BSA Marketing will include unsubscribe options for recipients. All unsubscribe requests will be strictly honoured.

iii. BSA Marketing reserves the right to cease or cancel any e-mail marketing campaign or project where that project generates SPAM complaints from recipients. If BSA exercises this right, payments for the cancelled work under the campaign will not be due though payment for all work undertaken will still be payable under our normal terms.

3. Additional Work – Where Business Services Agency is working to an agreed monthly budget, all work carried out, outside the agreed/budgeted project, but at client’s request shall be charged. All charges will be notified to the client, prior to the commencement of any work.

4. Proofs & Drafts – All work might be submitted for client’s approval and the Agency shall incur no liability for any errors not corrected by the client in works so submitted. When content, style, type or layout is left to the Agency judgement, changes therefrom made by the client the Agency reserves the right to levy additional charges.

5. Domain Name Renewals – Any domain name registered by BSA Marketing on behalf of a client will be set to automatically renew at the end of the existing registration period. If a client wishes to cancel registration of a domain name they must give BSA Marketing notice, in writing, at least 1 month before the expiry of the existing registration period. If BSA Marketing receive no such notice, we will renew the registration for the same period as the expiring term and charge the client our applicable domain registration fee, plus VAT.

6. Price variation – Fees are based on the Agency’s current costs and, unless otherwise agreed, are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs, or for any other reason, as might be deemed necessary. Intention to amend fees will be notified in writing by Business Services Agency at least 30 days prior to any such increase.

7. Tax – All fees are quoted exclusive of VAT. The Agency reserves the right to charge the amount of any value added tax payable whether or not included on the estimate or invoice.

8. Invoicing & Payment –

i. Monthly Fee Invoices for BSA Marketing services are raised at the end of each calendar month, based on work undertaken during the month or as stated in the initial project proposal.
ii. Monthly Licence/membership Fees for Glossop Gasworks Business Hub and office space are raised monthly in advance or as stated on initial proposal agreements.
iii. Invoices are payable within THIRTY days or on other terms stated on our invoice. Extensions to our standard terms must be agreed in writing at the outset of a project.
iv. All information and materials researched/developed by the Agency remain the property of the Agency until payment is received. Such information and materials shall include, but not be limited to:
a. Database applications designed wholly or partly by the Agency
b. Data researched or gathered by the Agency, whether or not contained in such database applications
c. Creative design, Intellectual Property and other collateral, whether in hard-copy or electronic format and whether stored at the Agency premises or elsewhere
d. Internet based content, applications and systems including, but not limited to:

iv. Should one or more Fee Invoices remain outstanding beyond the agreed due date for payment or, in the absence of agreed terms, THIRTY days beyond BSA Marketing standard payment terms as specified in this document, and no reason having been given by that time by our client as to why the invoice or invoices remain unpaid, BSA Marketing may exercise their right to claim payment of such outstanding invoices using existing Direct Debit mandate and or Credit Card details supplied by the client and held by BSA Marketing.

v. Once associated fees are paid, ownership of data or marketing collateral, either physical or electronic shall pass to the client unless this passing of ownership is specifically excluded, in writing. Ownership shall be subject to any sustaining 3rd party rights in any part of the content. Such rights shall include, but not be limited to: Copyright material, Photographs, Illustrations and Designs. At all times, ownership of raw data, data structure & layout , and supporting information not included in the final content shall remain with the Agency

9. Termination – In many cases, the Agency works with clients on an on-going, monthly fee basis. In these cases, where a client wishes the Agency to cease activity on this basis, the client must give one clear month’s notice, in writing, of this intention. This notice will come into force at the end of the month following the month in which the notice is received by the Agency.

10. Liability – The Agency shall not be liable for any consequential loss to the client arising from the agency’s activities.

11. Insolvency – If the client ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or being a company is deemed to be unable to pay its debts or has a winding-up petition against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him, the Agency without prejudice to other remedies shall:

i. have the right not to proceed further with the contract or any other work for the client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the client, such charge to be an immediate debt due to him, and
ii. in respect of all unpaid debts due from the client have a general lien on all goods and property in his possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property in such manner and at such price as he thinks fit and to apply the proceeds towards such debts.

12. Client’s Property – Except in the case of a client who is not contracting in the course of a business nor holding himself out as doing so, client’s property and all property supplied to the Agency by or on behalf of the client shall while it is in the possession of the Agency or in transit to or from the client be deemed to be at client’s risk unless otherwise agreed and the client should insure accordingly.

13. Materials supplied by the client –Responsibility will not be accepted for imperfect work caused by defects or unsuitability of materials or data so supplied or specified.

14. Data Supplied by the Client – As a data processor, with the exception of trusted partners working in the delivery of BSA services to the data owner/data controller, we will not pass any data supplied by clients on to third party suppliers without your express prior consent. We will not (except if required by law or other regulation) in any event other than referred to above, disclose, sell, rent or trade such data to any other parties without your express prior written consent. Clients supplying data must take all appropriate steps to ensure the data supplied to BSA is compliance with the General Data Protection Regulation as well as any or all relevant regulation in force at the time.

15. Use of Glossop Gasworks as a registered office address – Clients may NOT use the Glossop Gasworks address as their registered office without express written permission from BSA Marketing. Any unauthorised use will be reported to Companies House forthwith.

16. Use of Glossop Gasworks as an office mailing address – Clients may NOT use the Glossop Gasworks address as a company mailing address without express written permission from BSA Marketing and payment of appropriate fees as required. Any unauthorised use will be reported to forthwith. In any event, use of the Glossop Gasworks address is only available to individual client companies duly registered with BSA Marketing. No client company shall have the right to allow any other business to use the Glossop Gasworks address without the express, written permission of BSA Marketing.

17. Direct Debit Payments – For clients paying via Direct Debit, should a Direct Debit be cancelled or otherwise returned unpaid, this will constitute cancellation of any agreed service provision forthwith. Such a cancellation will not override any agreed notice period and fees for such a period of notice are still payable.

18. Illegal Matter – The Agency shall be indemnified by the client in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any communications on behalf of the client. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.

19. Force Majeure – The Agency shall be under no liability if he shall be unable to carry out any provision of the contract for any reason beyond his control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the client can pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.

20. Law – These conditions and all other express terms of the contract shall be governed and construed in accordance with the laws of England.

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